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Home My WebLink About8 Attachment 4 - SYCR - 2017 Proposal (2)enda Item # ACTION To: Board of Directors From: Regina Wise Date. October 04, 2017 Subject: Consideration of Foreclosures in the Communities Facilities Districts and Consideration of Certain Actions Therewith; and Delinquency Updates for Old Greenwood and Gray's Crossing 1. WHY THIS MATTER IS BEFORE THE BOARD This matter concerns the annual update to the Board on the Gray's Crossing and Old Greenwood Communities Facilities Districts (CFD) delinquencies and consideration of adopting a foreclosure resolution and contracting with a to facilitate the collection of delinquent CFD assessments 2. HISTORY foreclosure attorney in order In 2003, the Board formed a CFD for the Old Greenwood development. In 2004, the Board formed a CFD for the Gray's Crossing development. Both Ur us were formed for the purpose of selling bonds to finance infrastructure for the developments. The property owners in each CFD have been annually assessed through their property tax bill to pay the principal and interest on the bonds. Each year since 2010, and consistent with the bond covenant requirements, the Board has adopted a foreclosure resolution authorizing staff and special counsel to proceed with the foreclosure process on all parcels with delinquent assessments in both CFDs. Last year, there were 22 parcels with delinquencies. Three of those parcels were large undeveloped multi -family parcels owned by developers. The previous Sheriff's sales failed to obtain the minimum bid on those parcels. The remaining parcels were single family residential lots owned by individuals. 3. NEW INFORMATION STATUS OF PRIOR DELINQUENCIES Of the remaining 19 parcels, 16 parcels have since paid their delinquent assessment. NEW DELINQUENCIES Attachment 1 lists the parcels that did not pay their assessments this past year. There are 31 delinquent parcels in Gray's Crossing and 6 delinquent parcels in Old Greenwood. The three largest delinquent assessments from Gray's Crossing are again the three largest multi -family parcels mentioned above. Attachment 2 is a map of the delinquent parcels in Gray's Crossing. Attachment 3 is a map of the delinquent parcels in Old Greenwood. FORECLOSURE CRITERIA The bond covenant defines when the foreclosure proceedings apply. The criteria for when the Board must proceed with foreclosure are: A) A parcel or property owner is past due more than $7,500, or B) If more than 5% of the amount billed is past due, all past due parcels are subject to foreclosure. There are 31 property owners in Gray's Crossing that are delinquent. The delinquent assessments totaling $567,447 exceeds 5% of the amount billed. The Board must proceed with foreclosure on all the parcels, per bond covenant. There are 6 property owners in Old Greenwood that are delinquent. The delinquent assessments totaling $11,342 does not exceed 59/o of the amount billed. The Board has routinely proceeded with foreclosure on all of the parcels, but i snot required by covenant to do so. All of the property owners have received reminder letters and demand letters prepared by Willdan Financial, the third party firm that administers the collection of the assessments. SPECIAL COUNSEL Stradling, Yocca, Carlson, & Rauth have six offices throughout California and have done an excellent job in collecting most of the delinquencies each year. The proposal to provide judicial foreclosure services for the District is attached (Attachment 4). 4. FISCAL IMPACT There is no fiscal impact to the Truckee Donner Public Utility District with this action item. All charges incurred related to the judicial foreclosure process are the responsibility of the property owners within the respective CFD's. Approximately $368,272 was drawn from the Gray's Crossing Reserve Fund to make the $1.5 million bond payment because of the accumulated delinquencies. Most of the total assessment delinquencies, as mentioned above, are due to the three large undeveloped multi -family parcels. Drawing from the Reserve Fund is a reportable event to the bond holders and a report was completed by the District. 5. RECOMMENDATION a) Adopt the attached foreclosure Resolution 2017-12 (Attachment 5) authorizing staff and special counsel to proceed with the foreclosure process on all parcels with delinquent assessments within the CFDs as required by Bond covenant. b) Authorize the General Manager to execute the agreement for legal services with Stradling, Yocca, Carlson, & Rauth for their work relating to the foreclosure on delinquent parcels. W Regina Wise Interim Administrative Services Manager Michael D. Holley General Manager CFD DelinquentAssessments as of 9.12.17 (Excludes penalty, interest and fees) Grays Crossing CFD 2016/2017 Prior Years Total APN Owner Past Due Past Due Past Due Notes 19-770-02 Gray's Station 210,888 11226,975 11437,863 Failed Auction - Undeveloped 19-770-07 Osborn 1,839 - 11839 New Delinquency 19-780-03 Sumaraga - 5,559 51559 In Foreclosure Process 19-780-12 Merriman 11902 - 10902 New Delinquency 19-800-05 Merriman 11776 - 1,776 New Delinquency 19-800-10 Phoenix Capital 31678 - 31678 New Delinquency 19-800-23 Salas 11839 - 11839 New Delinquency 19-840-09 Berg 21378 - 2,378 New Delinquency 19-840-18 LAL Real Estate & Dev LLC 2,299 - 2,299 New Delinquency 19-860-10 Lawson 41597 - 4,597 New Delinquency 19-870-09 Drake & Nannette Niven 41756 22,243 26,999 In Foreclosure Process 19-87043 Innovative Custom Homes 41597 4,597 New Delinquency 19-870-19 Bockius 41597 41597 New Delinquency 19-870-24 Phoenix Capital 41756 4,756 New Delinquency 19-900-20 Gavin 51073 21487 71560 In Foreclosure Process 43-010-05 LDK GC 81 LLC 98,014 570,261 668,275 Failed Auction - Undeveloped 43-010-07 LDK GC 81 LLC 168,167 978,421 11146,588 Failed Auction - Undeveloped 43-020-03 UDC Sierra Cove 21536 - 21536 New Delinquency 43-020-04 UDC Sierra Cove 21536 - 21536 New Delinquency 43-020-06 UDC Sierra Cove 21378 - 21378 New Delinquency 43-020-07 UDC Sierra Cove 21536 - 2,536 New Delinquency 43-020-08 UDC Sierra Cove 21457 - 21457 New Delinquency 43-020-09 UDC Sierra Cove 21378 - 2,378 New Delinquency 43-020-10 UDC Sierra Cove 21378 - 2,378 New Delinquency 43-020-29 UDC Sierra Cove 21536 - 21536 New Delinquency 43-030-01 Spear 41756 - 41756 New Delinquency 43-030-09 Phoenix Capital 21299 - 21299 New Delinquency 43-040-22 Spear 41914 - 41914 New Delinquency 43-040-28 Innovative Custome Homes 41756 - 41756 New Delinquency 43-040-31 Steenson 51231 - 51231 New Delinquency 43-040-34 Innovative Custome Homes 41597 - 41597 New Delinquency 31 5671447 2180SI946 31373,392 Old Greenwood CFD 2016/2017 Prior Years Total APN Owner Past Due Past Due Past Due Notes 19-750-08 Truckee Lahontan Equity Group 1,620 - 1,620 New Delinquency 19-750-14 Truckee Lahontan Equity Group 11620 - 11620 New Delinquency 19-750-35 Truckee Lahontan Equity Group 11620 - 11620 New Delinquency 19-76044 Truckee Lahontan Equity Group 1,620 - 11620 New Delinquency 19-76047 Truckee Lahontan Equity Group 11620 - 11620 New Delinquency 19-750-43 Anderson 31240 1,557 4,798 In Foreclosure Process 6 11,342 11557 12,899 ATTACHMENT 1 do,- --- 1- - Attachme t 2 ® Failed Auction N _ New Delinquency r- In Foreclosure Process - i i r r\(a�d 1 ` .-- BottcherALp_ `O %—do I - - `U � ' _ I _ p do --- ❑ ` do I ; ,` ( — 0Gt 0 I Z�Qa�• L•abet\ ' rt , r e - 01� _ Q- cke//Ct . �- Ch�na:ca�Q _ -- i do Q_-- - - n,, , --- - I ido Ala��d to neA do p r'' -_Odd old p ._ t do pp ' do - - W do �41 do 3 ess'FF or dodo. �\ P �r do do I a - - — Hinton L•n -\ i yC ty . do . oaQ` �j o ,c: Attachment 3 Old Greenwood - Failed Auction N New Delinquency In Foreclosure Process Fairway Dr Lookout Lp gutters Tri Attachment 4 PROPOSAL OF STRADLING YOCCA CARLSON & RAUTH, A PROFESSIONAL CORPORATION TO PROVIDE JUDICIAL FORECLOSURE SERVICES FOR THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT Date: September 20, 2017 Allison E. Burns STRADLING YOCCA. CAItT1SON & RAUTI3 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 aburns@sycr.eom Direct Line: 949-7254187 Facsimile: 949-72S 4100 DOCSO C/1851206v 1 /022925-0024 Generalln{orniation/Executive SunlMary Stradling Xocca Carlson & Rautli, a Professional corporation ("SXCR"} is recognized as one of the leaders in the state in connection with our public law practice. Approximately 3 0 members of the firm practice in the areas of general public law, public finance, economic development, and public law litigation, making us one of the largest firms in the State in public law. Our public law attorneys devote their time primarily to the representation of the interests of public agencies, including school districts, water districts, cities, counties, redevelopment agencies, and special districts of various kinds, and to the supplying of legal services in connection with the financings of such agencies. Members of the public law department are recognized experts in their areas and are often called upon to speak at seminars for public agencies, including seminars held by the Association of California Water Agencies, the Coalition for Adequate School Housing, the California Special District Seminars, the California League of Cities, International Right -of Way Association, the California Redevelopment Association, National Association of Redevelopment and Housing Officials, the National Association of Bond Lawyers, the California Debt and Investment Advisory Commission, and others. Qualifications of7'ersonnel with Foreclosure Experience While the entire resources of SXC}Z would be available as needed to provide the highest level of legal services to the District, we propose that Allison E. Burns, David C. Palmer and Colin A. Hendricks be primarily responsible for providing the requested legal services to the District. In addition, Kelly E. Curran, CP would also be, called upon to provide paralegal services to the District. ,Allison E. Burns is experienced in all aspecis ofpublic agency related litigation, foreclosure eminent domain, business contract disputes and CEQA litigation and is a shareholder and head of the tirm's Public Law Litigation Department in Newport Beach. Ms. Burns also serves as the City Attorney to the City of Lancaster.and General Counsel to the Chino Basin Desalter Authority, Antelope Valley Transit Authority, Rosamond Community Services District, Antelope Valley Air Quality Management District, Santiago Aqueduct Commission, Santa Margarita/Dana Point Authority and Emerald Bay Service District. She was recently named general counsel to the Antelope Valley Transit Authority and is former general counsel to San Juan Basin Authority. She currently represents numerous cities, school districts special district and redevelopment agencies in various advisory and litigation -related matters. Ms. Burns is a frequent speaker at conferences and seminars for public agencies. Ms. Burns received her J.D. from the University of California at Davis in 1998, where she was Senior Articles Editor of the U.C. Davis Law Review and Articles Editor of the Journal of Juvenile Law and Policy. Ms. Burns served as a judicial extern to Justice Fred K. Morrison of the Third District Court of Appeal of the State of California and to the Honorable Garland E. Burrell of the United States District Court of the Eastern District of California. A copy of Ms. Burns' resume is enclosed. David C. Palmer is a senior associate in the Firm's Public Law Department and devotes almost the entirety of his practice to representation ofpublic agencies. He has significant experience defending public agencies in Brown Act and Public Records Act cases. Mr. Palmer received his B.A. from the University of California, Santa Barbara with majors in Law and Society and Cultural Anthropology. While attending UCSB Mr. Palmer was included on the Dean's Honor Roll. In 2007, 1 DOCSOC/I 851206v1/022925-0024 Mr. Palmer received his J.D. from Loyola Law School and was admitted to the California State Bar. While attending Loyola Law School, Mr. Palmer was a two-year member of the nationally ranked Byrne Trial Advocacy Team and winner of the 2007 Byrne Trial Advocate Award. Prior to entering practice, Mr. Palmer participated in the American Board of Trial Advocates (ABOTA) Fellowship in Trial Advocacy. Mr. Palmer joined the Firm in January 2011. Mr. Palmer recently succeeded Ms. Burns as general counsel to the San Juan Basin Authority. Mr. Palmer is experienced in a wide range of public agency representation matters, including, real estate litigation, environmental litigation, foreclosure, eminent domain and other real property disputes. A copy of Mr. Palmer's resume is enclosed. Colin ,A. Hendricks is an associate with the Public Law Litigation Department. Mr. Hendricks received his B.A. from the University of California, Santa Barbara with a major in History. He received his J.D. in 2012 from McGeorge School of Law with a certificate in Public Law and Policy. At McGeorge, Mr. Hendricks served as Student Body President, President of the Governmental Affairs Student Association, and studied fundamental rights under United States Supreme Court Justice Anthony Kennedy in Salzburg, Austria. Currently, he is a board member of the Young Lawyers Division of the Orange County Bar Association, and Chair of the Alumni Association Chapter, Mr. Hendricks's practice at SYCR is completely dedicated to public law litigation. A copy of Mr. Hendricks's resume is enclosed. Kelly E. Curran, CP is a certified paralegal with the Public Law Department and has been with the firm since 1997. Ms. Curran received her B.A. from the University of California at Santa Barbara in 1992 with a major in Law and Society. In 1993, she received her paralegal certificate from the University of California at Davis. In 1997, Ms. Curran became a "Certified Paralegal" after taking an exam held by the National Association of Legal Assistants. A copy of Ms. Curran's resume is enclosed. Foreclosure ExpeNience SYCR has recently ranked among the top three bond counsel firms in the State of California. As a necessary adjunct to bond counsel services, our public law litigation department is frequently engaged by our public agency clients to initiate judicial foreclosure actions. For example, Ms. Burns represents and has represented the City of Lancaster in dozens of Assessment District and Community Facilities District foreclosure matters, the City of Chula Vista in numerous Assessment District and Community Facilities District foreclosure matters, the Romoland School District in several Community Facilities District foreclosure matters, the City of Oceanside in a number of Community Facilities District foreclosure matters, California Statewide Communities Development Authority in several Community Facilities District Foreclosure matters, Eastern Municipal Water District in Assessment District Foreclosure matters, as well as the Golden Hills Community Services District in Street Improvement Bond foreclosure matters. Because SYCR and the Public Law Litigation Department headed by Ms. Burns in particular has handled a high volume of foreclosure cases for public agencies, SYCR has developed forms and procedures which allow us to streamline the foreclosure process and provide superior service at a low cost. Technical Proposal of Foreclosure Sej•vrces Because many of the cases are uncontested, the vast majority of the foreclosure services provided by SYCR on behalf of our public agency clients are performed by paralegals, and in 2 D OCSOC/I 8S 1206vI/022925-0024 particular, Kelly E. Curran, CP of our office. Generally, with the exception of court appearances and contested matters, Ms. Curran is responsible for all aspects of the foreclosure process. Ms. Curran has worked extensively with many public finance firms, including Ms. Maureen Coleman and Ms. Richelle Tague at Willdan Financial, Mr. Trevor Speer with NIBS, and Mx. Nehal Thumar at David Taussig & Associates. As a part of our firm's foreclosure procedure, we are committed to working in connection with the District and its delinquency monitoring team prior to filing litigation in an effort to resolve as many of the delinquencies as possible before incurrhig legal fees for litigation. We have found that, upon receiving a demand letter from a law firm on behalf of the District, property owners are often willing to pay the delinquency rather than have the case go to litigation. In using demand letters, we have been able to recover stripping fees (fees for removal of taxes from the County Tax Roll) as well as costs and attorneys' fees with payment made directly to the District. Many property owners see the benefit of paying such costs included in the demand letter rather than facing higher costs as the result of litigation. All negotiations through this process are done with the ultimate communication and approval from the client. In circumstances where delinquencies on a property are excessive, it is in the best interest of the District to file litigation as quickly as possible. This process has been very successful hl the past where the parties either reach a settlement agreement for payment, including costs and attorneys fees, or the matter proceeds to judgment for judicial foreclosure and order of sale. Once a judgment is obtained, SYCR proceeds to obtain a Writ of Sale from the court and work with the County Sheriff's - Department to arrange and schedule a foreclosure sale (or auction) of the property. Throughout the pre -litigation and foreclosure litigation process, we will remain in constant communication with the District's delinquency monitoring team. Status reports can be prepared as frequently as needed by the District, and an annual status report regarding all current litigation and delinquency status is prepared at the end of the year. Rates Fot^ Le oral Services AlI attorneys' fees and costs are recoverable in a foreclosure lawsuit from the proceeds of the sale, so the District will not ultimately be out -of pocket for these amounts. We propose that our fees for providing the legal services discussed above be based upon the rate of $415 per hour for Allison E. Burns, and $315 per hour for David C. Palmer and Colin A. Hendricks. The rate of other attorneys in our office would range from $280 per hour to $480 per hour, depending on the individual assigned to the matter, and $150 per hour for paralegal services. These rates are inclusive of overhead and secretarial/clerical support, but exclusive of actual costs we may incur as described below. Alternatively, and as we have discussed, we can provide the following services on a fixed -fee basis: 1. Prepare and send two demand letters (and make follow-up phone calls to the extent telephonic contact information is available) advising the owners that the District has authorized foreclosure proceedings and that the costs associated with their failure to pay will increase dramatically in the event the District is required to file a foreclosure action. SYCR will perform these services for the fixed fee of $625.00. DOCSO C/185120bvIJ022925-0024 2. Prepare and file the complaint and prepare the lis pendens for recording with the County recorder. SYCR will perform this service for the fixed fee of $2,250,00. The foregoing fixedAc;e rates do not include out-of-pocket costs incurred by SYCR, such as County recording fees or service of process fees. All services provided after preparation and filing of the Complauit and lis pendens will be billed at the hourly rates set forth above. All fees would be billed monthly. The monthly statement will set forth the nature of the services provided during the preceding month and the total number of hours attributable to providing such services. In addition to the above fees, we would be reimbursed for our out-of-pocket expenses including facsimile transmissions, document delivery and messenger fees (based upon actual charges incurred), photocopying, word processing, electronic research (based upon actual charges incurred), court costs, and travel at the direction of the District. The rates for individual attorneys are subject to change from time to time upon 60 days prior notice to you. Re erenees Please feel free to contact any or all of the following: 1. Ms. Pamela Statsmann, Finance Director for the City of Lancaster at (661) 723-6035. 2. Seth Heexen, Assistant Superintendent of Business Services for San Jacinto Unified School District at (951) 929�7700. 3. James Hamill, Managing Director for California Statewide Communities Development Authority at (925) 476-5644. Concludi"��Comnzents We are very pleased to be considered by the District as its legal counsel for judicial foreclosure services. We will gladly provide additional references upon request. SYCR offers reliable, responsive counsel that can provide the highest quality of service available at a reasonable cost. SYCR believes responsiveness is critical and is prepared to commit to you the resources to assure you that we will be there when you need us. DOCSOC/1$51206v 1 /022925-0024 ALLISON E. BURNS Admitted to Bar: State Bar of California, 1998. U.S. District Court of California, Central and Southern Districts, 1998. Practice Emphasis: Public agency general advisory and litigation representation, real property acquisitions and disputes, environmental law and water . Educatio�x: J.D. 1998, University of Califoi7ua, Davis School of Law. Senior Articles Editor, U.C. Davis Law Review. Articles Editor, Journal of Juvenile Law and Policy. B.A. 1995, with honors, University of California, Irvine. Campus wide I-Ionors Program; Associated Students Legislative Council; Chairman Greek Presidents' Council. Legal Experience: Transactional and advisory Legal services relating to general municipal law, real estate, economic development, California water laws, the California Environmental Quality Act (CEQA), conflict of interest and open meeting laws. Substantial experience in public and coimnercial litigation including eminent domain, foreclosure, business contract disputes and CEQA litigation. Judicial Extern to Justice Fred K. Morrison of the California Court of Appeal, Third District and to the Honorable Garland E. Burrell, Jr. of the U.S. District Court, Eastern Dishict of California. Professional Associations: State Bar Association of California. Member, Environmental and Public Law Sections. Orange County Bar Association. Member, Business Litigation and Enviromnental Sections. Inteznational Right of Way Association Refereaxces: Mark V. Bozigian, City Manager, City of Lancaster (661) 723-6X33 Curtis Paxton, General Manager, Chino Basin Desalter Artthority (909) 21&3729 Michael Dunbar, General Manager, Emerald Bay Community Services District (949) 494-8572 5 D O C S O C/18 5120 6v 1 /0 22925-0 024 DAVID C. PALMER Admitted to Ear: State Bar of California, 2007 U.S. District Court of California, Central District, 2007 U.S. District Court of California, Northern, Eastern and Southern Districts, 2008 Practice Exx�phasis: Public and commercial litigation, environmental law and foreclosure actions. Education: • J.D., Loyola Law School, 2007 • B.A., University of California, Santa Barbara, 2004 Legal Experience: Experienced in all facets of public agency xepresentation and litigation, including environmental litigation, foreclosure actions, contract disputes, business and conunerciai disputes. P�•ofessional Associations: State Bar Association of California. Orange County Bar Association. D OCSOCI1851206v I /022925-0024 COLTN A.NDRICKS Admitted to Bar: State Bar of California, ZOI2 Practice Emphasis: Public Law Litigation Education: J.D., McGeorge School of Law, 2012 B.A., University of California, Santa Barbara, 2007 Legal Experience: Public Policy experience as a legal extern with California State Senator Lois Wolk. Administrative Law experience as a volunteer adjudicafiion officer for the City of Sacramento in the McGeorge Administrative Law Clinic. DOCSOC/I 85I20bv1/022925-0024 1�ELL� E. CURRAN1 CP Practice E�nait! hasis9 gation in areas of public law, foreclosure, ezavironmental law and condemnation. Education►: • Paralegal Certificate, University of California, Davis —Paralegal Certifcate Program approved by the American Bar Association, 1993 • B.A., University of California, Santa Barbara, 1992 Legal Experience: Twenty years' experience in Public Law Litigation, including eminent domain, foreclosure, CEQA and contract disputes with responsibilities include trial preparation and assistance; preparation of pleadings including complaints, discovery and motions; legal research. Achievements and Professional Associations: Certified Paxalegai -December 1997 California Notary Public since December 1991 National Association of Legal Assistants - member since 1996 National Notary Association" member since 1997 Orange County Paralegal Association - Board of Directors 1996 & 1997 Orange County Paralegal Association" member 1995 - 1998 bOCSOC/ 185120bv 1/022925-0024 AT I kCXILVII NT NO. 1 TERMS OF RETENTION OF STRADLING YOCCA CARLSON & RAUTII 1. Fees and Costs. Stradling Yocca Carlson & Rauth is compensated for its services based primarily on the value of the services and the time spent performing them. This includes the time spent on conferences, court appearances, depositions, travel, research, drafting documents, and other activities. Our current hourly rates range from $280 to $480. We also bill for services performed by our paralegals, senior legal assistants, and other professional personnel at rates presently ranging between $135 and $165 per hour. These rates are modified from time to time. The amount of fees charged on a statement is determined by starting with the hours expended by the different attorneys and other professional personnel involved. These amounts are then adjusted for factors such as the extent of any duplication of attorney effort, unusual efficiency (or lack of efficiency), the novelty or difficulty of the issues involved, the time demands of the representation, and unusually good (or unusually disappointing) results. The firm also charges for various costs such as copying, telephone charges, computerized legal research, word processing and/or other computer time, overtime costs, messenger services, travel, filing fees and other costs. Bills for some costs are passed on directly, such as bills for certified shorthand reporters, technical consultants, appraisers and other professionals' fees. Payment is due within ten days of the date of each fee and costs statement. Overdue statements will be charged interest of 10% per annum, compounded annually. If you wish to question any charge, you have agreed to do so within ten days of the statement date. Please contact the partner in charge of your matters if you have any questions about any of your bills. 2. Estimates Not Binding. Although we may furnish estimates of fees or costs that we anticipate will be incurred, these estimates are not intended to be binding, are subject to unforeseen circumstances, and are by their nature inexact. 3. Termination by You. You have the right at any time, in your sole discretion, to terminate our services and representation. Upon our termination, you will remain obligated to pay for all services rendered and costs or expenses paid or incurred on your behalf prior to the date of such termination or which are reasonably necessary thereafter. 4. Termination by Us. We reserve the absolute right to withdraw from representing you if, among other things, you fail to honor the terms of our agreement, you fail to cooperate fully or follow our advice on a material matter, or any fact or circumstance occurs that would, in our view, render our continuing representation unlawful or unethical. If we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further services, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or incurred on your behalf. If necessary in connection with litigation, we would request leave of court to withdraw. 5. Date of Termination. Our representation of you will be considered terminated at the earlier of (i) your termination of our representation, (ii) our withdrawal from our representation of you, or (iii) the substantial completion of our substantive work for you. 1 DOCSOC/1852705v1/022925-0024 arbitrator. The arbitration shall be conducted pursuant to the procedures set forth in the California Code of Civil Procedure §§ 1280 et seq., and in that connection you and we agree that § 1283005 thereof is applicable to any such arbitration. Nothing herein shall limit the right of the parties to stipulate and agree to conduct the arbitration pursuant to the then -current rules of the American Arbitration Association, the Judicial Arbitration & Mediation Services, or any other agreed -upon arbitration services. 12. At your direction, SYCR will contract with certain expert witnesses or other consultants necessary to your representation; any and all costs for such services shall be your sole and exclusive responsibility. Date: , 2017 AGREED: D OCSOG1852705v1/022925-D024 Attachment 4 RESOLUTION NO. 2017 -12 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT ACTING ON ITS OWN BEHALF AND AS THE GOVERNING BODY OF ALL OF ITS COMMUNITY FACILITIES DISTRICTS (OLD GREENWOOD No. 03=1 AND GRAYS CROSSING No. 04-1) AUTHORIZING RETENTION OF SPECIAL COUNSEL WHEREAS, the Truckee Donner Public Utility District (the "TDPUD") has conducted proceedings resulting in the formation of Community Facilities Districts ("CFDs"; the District and the CFDs are collectively referred to as "District") and the issuance and sale of bonds or debt pursuant to the Mello -Roos Community Facilities Act of 1982 (Cal. Gov. Code Section 53311, et seq.; the "Act"); and WHEREAS, pursuant to the Act, the District has duly recorded Notices of Special Tax Lien and has duly and regularly levied CFD special taxes, which special taxes and interest and penalties thereon constitute a lien against the parcel of the land against which it was levied until the same are paid, which liens secure in whole or part debt issued pursuant to the Act; and WHEREAS, certain installments of the special taxes have not been paid when due, and certain special taxes may not be paid when due in the future; and WHEREAS, pursuant to Section 53356.1(a) of the Act, the District is authorized to order the special taxes collected by an action brought in the Superior Court to foreclose their liens; and WHEREAS, pursuant to Section 53356.1(b) of the Act, the District covenanted for the benefit of owners of the debt to file such foreclosure actions on behalf of the debt holders and are authorized to order the County Auditor to credit the delinquent special taxes upon the secured tax roll, thus relieving the County Tax Collector of further duty and regard thereto; and, WHEREAS, the District wishes to retain experienced, qualified counsel to prosecute such judicial foreclosure actions, NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the TDPUD acting on its own behalf and as the Legislative Body of all of the District CFDs that: 1. The Board finds that the Act authorizes the commencement of judicial foreclosure proceedings to collect delinquent special taxes, and hereby orders that the delinquent special taxes listed on the attached Exhibits 1 and all future delinquent special taxes as to such property, be collected by action brought in the appropriate Superior Court to foreclose the liens thereof. Resolution 2014-19 1 2. The District President of the Board is authorized to retain Stradling Yocca Carlson & Rauth, a law firm, as special counsel on the terms set forth in the agreement presented to the Board to prosecute the foreclosure actions and to collect on behalf of the CFDs all amounts due on account of the special taxes listed in Exhibits 1 and any subsequent delinquent special taxes. 3 The Board finds that the Act provides for the payment of the costs and attorneys fees for prosecution of the foreclosures authorized by the District and hereby authorizes Attorneys to require payment on its behalf of all costs and all attorneys fees incurred as to each delinquent parcel as a condition of such redemption as provided in the agreement. Adopted by the Board of Directors of the Truckee Donner Public Utility District acting on its own behalf and as the Legislative Body of all of its Community Facilities Districts at a regular meeting held on October 4, 2017, by the following vote: AYES: NOES: ABSTAIN: ABSENT: TRUCKEE DONNER PUBLIC UTILITY DISTRICT Jeff Bender, President ATTEST: Shanna Kuhlemier, CMC, District Clerk Resolution 2013-XX 2 CFD Delinquent Assessments as of 9.12.17 (Excludes penalty, interest and fees) Grays Crossing CFD 2016/2017 Prior Years Total APN Owner Past Due Past Due Past Due Notes 19-770-02 Gray's Station 210,888 11226,975 1,437,863 Failed Auction - Undeveloped 19-770-07 Osborn 11839 1,839 New Delinquency 19-780-03 Sumaraga - 51559 5,559 In Foreclosure Process 19-780-12 Merriman 11902 1,902 New Delinquency 19-800-05 Merriman 11776 1,776 New Delinquency 19-800-10 Phoenix Capital 31678 3,678 New Delinquency 19-800-23 Salas 11839 1,839 New Delinquency 19-840-09 Berg 2,378 2,378 New Delinquency 19-840-18 LAL Real Estate & Dev LLC 21299 2,299 New Delinquency 19-860-10 Lawson 41597 - 4,597 New Delinquency 19-870-09 Drake & Nannette Niven 41756 22,243 26,999 In Foreclosure Process 19-870-13 Innovative Custom Homes 41597 - 4,597 New Delinquency 19-870-19 Bockius 41597 - 4,597 New Delinquency 19-870-24 Phoenix Capital 41756 - 4,756 New Delinquency 19-900-20 Gavin 5,073 21487 71560 In Foreclosure Process 43-010-05 LDK GC 81 LLC 98,014 570,261 668,275 Failed Auction - Undeveloped 43-010-07 LDK GC 81 LLC 1680167 978,421 11146,588 Failed Auction - Undeveloped 43-020-03 UDC Sierra Cove 2,536 - 21536 New Delinquency 43-020-04 UDC Sierra Cove 21536 2,536 New Delinquency 43-020-06 UDC Sierra Cove 21378 - 21378 New Delinquency 43-020-07 UDC Sierra Cove 2,536 21536 New Delinquency 43-020-08 UDC Sierra Cove 21457 21457 New Delinquency 43-020-09 UDC Sierra Cove 21378 - 21378 New Delinquency 43-020-10 UDC Sierra Cove 2,378 - 21378 New Delinquency 43-020-29 UDC Sierra Cove 20536 - 2,536 New Delinquency 43-030-01 Spear 4,756 - 4,756 New Delinquency 43-030-09 Phoenix Capital 21299 - 2,299 New Delinquency 43-040-22 Spear 41914 41914 New Delinquency 43-040-28 Innovative Custome Homes 41756 4,756 New Delinquency 43-040-31 Steenson 51231 5,231 New Delinquency 43-040-34 Innovative Custome Homes 41597 4,597 New Delinquency 31 567,447 21805,946 3,373,392 Old Greenwood CFD 2016/2017 Prior Years Total APN Owner Past Due Past Due Past Due Notes 19-750-08 Truckee Lahontan Equity Group 11620 1,620 New Delinquency 19-750-14 Truckee Lahontan Equity Group 11620 - 1,620 New Delinquency 19-750-35 Truckee Lahontan Equity Group 11620 - 1,620 New Delinquency 19-760-14 Truckee Lahontan Equity Group 11620 - 1,620 New Delinquency 19-760-17 Truckee Lahontan Equity Group 11620 - 1,620 New Delinquency 19-750-43 Anderson 3,240 11557 4,798 In Foreclosure Process 6 11,342 11557 12,899 Exhibit 1